Sample Statement of Work — Gainshare Engagement (Public Redacted)
The software negotiation SOW below is the public, redacted version of the standard NoSaveNoPay engagement letter used for every 25% gainshare engagement. We publish it because the integrity of the no-save-no-pay guarantee lives in the contract, not the marketing page. Any CFO, CIO, general counsel, or procurement lead should be able to read the fee clause, the baseline definition, and the audit right before getting on a call.
The fee clause (§3), the no-savings-no-fee clause (§5), and the audit right (§7) are not modified between engagements. Confidentiality, jurisdiction, and governing-law language is routinely redlined to match the client's master services agreement. Read the pricing model, the methodology page, and the full gainshare reference to see how every clause is applied.
STATEMENT OF WORK
Gainshare Software Negotiation Engagement · Public Redacted Sample
Between: NoSaveNoPay LLC ("Advisor") and [Client Legal Name] ("Client"). Effective date: [DD Month YYYY].
§1 Engagement. Client engages Advisor to advise, negotiate, and assist in the execution of one or more enterprise software, cloud, or support contracts (each, a "Vendor Contract") identified in Schedule B. Advisor shall act as Client's independent negotiation counsel; Advisor has no commercial relationship with any Vendor and receives no consideration from any Vendor in connection with this Engagement.
§2 Scope. Advisor's scope under this Engagement shall include: (i) baseline analysis and preparation of the Baseline Memo at Schedule A; (ii) vendor positioning and negotiation strategy; (iii) live negotiation, redline review, and counter-proposal drafting in coordination with Client procurement; (iv) calculation and documentation of Verified Savings; (v) post-execution savings memo. Advisor shall not bind Client to any Vendor Contract; execution authority resides solely with Client.
§3 Fee. Advisor's sole compensation under this Engagement shall be a Performance Fee equal to twenty-five percent (25%) of Verified Savings, calculated as set out in §4. No retainer, hourly, minimum, kill-fee, discovery fee, or other fee shall be payable. Advisor's pre-engagement assessment work shall be at Advisor's sole cost.
§4 Verified Savings. Verified Savings shall equal (i) the Baseline Value as countersigned by Client and Advisor in the Baseline Memo at Schedule A, minus (ii) the Contract Value as evidenced by the executed Vendor Contract. Baseline Value shall be one of: (a) the Vendor's First Written Proposal for the new term; (b) the renewal value derived from the existing Vendor Contract's price-protection clause; or (c) a Benchmarked Equivalent Buyer reference, as identified in the Baseline Memo. Baseline Value shall not be modified retrospectively.
§5 No Savings, No Fee. If Verified Savings is zero or negative, no Performance Fee shall be payable. Advisor shall not invoice Client and shall absorb all costs incurred in connection with this Engagement. This clause is the contractual basis of the "No Save, No Pay" guarantee and shall survive termination.
§6 Invoicing. The Performance Fee shall be invoiced in instalments aligned to Client's payment schedule under the Vendor Contract. Where Vendor invoicing is annual, the Performance Fee shall be invoiced annually upon Client's receipt of each Vendor invoice. Client shall not be obligated to pay any portion of the Performance Fee in advance of the corresponding Vendor payment.
§7 Audit Right. Client may, upon thirty (30) days' written notice, audit the Verified Savings calculation. Advisor shall make available the Baseline Memo, the Vendor's First Written Proposal (or, in the case of a Benchmarked Equivalent Buyer baseline, the documented benchmark reference), and the executed Vendor Contract supporting the calculation. The Audit Right shall survive termination for a period of three (3) years.
§8 Confidentiality. Each party shall hold the other's Confidential Information in confidence and shall not disclose it to any third party except as required by law. "Confidential Information" includes vendor proposals, internal benchmarks, baseline calculations, and the terms of any Vendor Contract. NoSaveNoPay may use anonymised aggregate data (no Client name, no Vendor name) for benchmark publication.
§9 Independence. Advisor confirms that it: (i) is not a reseller of any Vendor product or service; (ii) does not accept referral fees, rebates, or commissions from any Vendor; (iii) has no equity, debt, or partnership relationship with any Vendor; and (iv) has not received and will not receive any consideration from any Vendor in connection with this Engagement. Breach of this clause entitles Client to terminate immediately and recover all Performance Fees paid in the prior twelve months.
§10 Term and Termination. This Engagement begins on the Effective Date and continues until the latest of: (i) execution of all Vendor Contracts in Schedule B; (ii) the final Performance Fee instalment is invoiced; or (iii) the parties mutually terminate in writing. Either party may terminate for material breach with thirty (30) days' written notice and a thirty (30) day cure period. On termination prior to Vendor Contract execution, no Performance Fee is payable.
§11 Limitation of Liability. Advisor's aggregate liability under this Engagement shall not exceed the Performance Fees actually invoiced. Neither party shall be liable for indirect, consequential, or punitive damages.
§12 Governing Law. This Engagement is governed by the laws of the State of [____] without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction in the state and federal courts located in [____].
— end of standard SOW body —
Schedule A — Baseline Memo (countersigned before negotiation). Identifies the Vendor, the Baseline Source (one of the three sources above), the Baseline Value in USD, the supporting documents (Vendor's first written proposal, existing contract clause reference, or benchmark reference), and the countersignatures of Advisor, Client procurement lead, and Client CFO or CIO.
Schedule B — Vendor Contracts in Scope. One entry per Vendor Contract, identifying Vendor, contract scope, expiring/new term, target execution date, and applicable Baseline Source.
Why we publish the SOW
Most software-negotiation advisors won't share their engagement letter until after a discovery call. The reason isn't legal — it's commercial. A contract that says "the fee is a function of hours, scope, deliverables, and an unspecified success bonus" is harder to defend in writing than verbally. The NoSaveNoPay SOW is published because the gainshare model survives the publication test. Anyone can read it; the model still works.
The three clauses that matter most
If you only have time to read three clauses before signing any advisor's engagement letter, they should be these:
The fee clause
Look for: a single, named fee model. If multiple fees compound (retainer + success + minimum), the model isn't truly performance-based. NoSaveNoPay's §3 has one fee.
The savings definition
Look for: a documented baseline source named explicitly. If the savings number is defined as "Advisor's reasonable estimate," the fee is unbounded. NoSaveNoPay's §4 names three baseline sources.
The no-savings-no-fee clause
Look for: explicit text that no fee is payable if savings are zero or negative. Many "success-fee" SOWs contain a minimum or discovery fee. NoSaveNoPay's §5 says zero in plain English.
The independence clause
Look for: explicit confirmation the advisor receives no consideration from any vendor. Many "negotiation" firms are resellers in disguise. NoSaveNoPay's §9 is unconditional.
What to redline and what to leave alone
Procurement teams routinely redline four areas of this SOW: (i) governing law and jurisdiction (§12), (ii) confidentiality language to align with the client's NDA template (§8), (iii) limitation of liability caps (§11), and (iv) termination notice periods (§10). These are normal commercial negotiations and have not historically been points of friction.
The fee clause (§3), the savings definition (§4), the no-savings-no-fee clause (§5), and the audit right (§7) are not modified. Modifying any of them would compromise the integrity of the gainshare model — at which point the model becomes something else and the client should ask why.
Related cluster reading
- The 25% gainshare pricing model — how the fee is calculated.
- How we measure savings — the verification process referenced in §4.
- Gainshare engagement letter clauses — what to look for in any advisor's SOW.
- What counts as savings — the seven categories used in §4.
- The complete gainshare reference — the pillar guide.
Request the unredacted PDF
This page is the public excerpt. The full SOW PDF includes Schedule A and Schedule B templates, the standard NDA, and our independence declaration letter. We send it on request — no sales call required.
Request Full SOW PDF → See PricingSample SOW FAQ
Why is the sample SOW public?
Because the integrity of a 25% gainshare engagement depends on contract clauses any CFO or general counsel can read before signing. Publishing the standard clauses lets prospects review the no-savings-no-fee guarantee, the baseline definition, and the audit right without a sales call.
Is this the exact SOW I would sign?
It is the standard template. Engagement-specific items — vendor, contract scope, baseline source, term — are completed in the schedule attached to the SOW. The core clauses (fee, no-savings-no-fee, audit right) are not modified between engagements.
Can I redline the SOW?
Yes. Most clients redline jurisdiction, governing law, and confidentiality language to match their templates. The fee clause and savings definition are not modified — they are the integrity boundary of the gainshare model.
How long is the SOW?
Around six pages: definitions, fee, scope, baseline memo (schedule A), confidentiality, audit right, termination, governing law. Procurement teams have signed this template against MSAs at financial institutions, healthcare systems, and Fortune 500 manufacturers.
What is the baseline memo?
Schedule A to the SOW. It records the baseline source, the dollar value, and the supporting vendor documents or benchmark reference. It is countersigned by NoSaveNoPay, the client's procurement lead, and the CFO or CIO before negotiation begins.